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|
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address Of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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The
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Large accelerated filer
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☐ |
Accelerated filer
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☐
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☒ |
Smaller reporting company
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Emerging growth company
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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15
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Item 3.
|
19
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Item 4.
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19
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PART II. OTHER INFORMATION
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Item 1.
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20 | |
Item 1A.
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20
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Item 2.
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20 | |
Item 3.
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20 |
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Item 4.
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20
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Item 5.
|
21 | |
Item 6.
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21 |
Item 1. |
Condensed Financial Statements
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Assets
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||||
Current assets:
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||||
Cash
|
$
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|
||
Prepaid expenses
|
||||
Total current assets
|
|
|||
Investments held in Trust Account
|
|
|||
Total Assets
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$
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|
||
Liabilities and Shareholders’ Deficit
|
||||
Current liabilities:
|
||||
Accrued expenses
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$
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|
||
Total current liabilities
|
|
|||
Deferred underwriting commissions
|
||||
Total Liabilities
|
|
|||
Commitments and Contingencies |
|
|||
Class A ordinary shares, subject to possible redemption, $ |
||||
Shareholders’ Deficit:
|
||||
Preference shares, $
|
|
|||
Class A ordinary shares, $
|
|
|||
Class B ordinary shares, $
|
|
|||
Additional paid-in capital
|
|
|||
Accumulated deficit
|
(
|
)
|
||
Total shareholders’ deficit
|
(
|
)
|
||
Total Liabilities and Shareholders’ Deficit
|
$
|
|
For the three months ended
September 30,
2021
|
For the period from February
22, 2021 (inception) through
September 30,
2021
|
|||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Loss from operations |
( |
) | ( |
) | ||||
Unrealized gain on investments held in Trust Account
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | ||||||||
Basic and diluted net loss per share, Class A ordinary share
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Basic and diluted weighted average shares outstanding of Class B ordinary shares | ||||||||
Basic and diluted net loss per share, Class B ordinary share | $ | ( |
) | $ | ( |
) |
Ordinary Shares
|
Total | |||||||||||||||||||||||||||
Class A
|
Class B
|
Additional Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares
|
Amount
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Shares(1)
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Amount
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Capital
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Deficit
|
Equity
|
||||||||||||||||||||||
Balance - February 22, 2021 (inception)
|
|
$
|
|
|
$
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|
$
|
|
$
|
|
$
|
|
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
-
|
-
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|
|
|
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|
|||||||||||||||||||||
Net loss
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
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(
|
)
|
|
|
|||||||||||||||
Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
Balance - June 30, 2021 (unaudited) | ( |
) | ||||||||||||||||||||||||||
Sale of private placement shares to Sponsor in private placement | ||||||||||||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption | - | - | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
Balance -September 30, 2021 (unaudited) | $ | $ | $ |
$ |
( |
) | $ | ( |
) |
(1)
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
General and administrative expenses advanced by related party
|
|
|||
Unrealized gain on investments held in Trust Account
|
( |
) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
( |
) | ||
Accrued expenses
|
||||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | ( |
) | ||
Net cash used in investing activities
|
( |
) | ||
Cash Flows from Financing Activities:
|
||||
Proceeds from note payable to related party
|
|
|||
Repayment of note payable and advances to related party | ( |
) | ||
Proceeds received from initial public offering, gross | ||||
Proceeds received from private placement | ||||
Offering costs paid associated with initial public offering
|
(
|
)
|
||
Net cash provided by financing activities
|
|
|||
Net change in cash
|
|
|||
Cash - beginning of the period
|
|
|||
Cash - end of the period
|
$
|
|
||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
$
|
|
||
Offering costs included in accrued expenses
|
$
|
|
||
Deferred underwriting commissions
|
$ |
• |
Level 1, defined as observable inputs
such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not
active; and
|
• |
Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable.
|
For the Three Months Ended
September 30, 2021 |
For the period from February 22, 2021
(inception) through September 30, 2021
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net loss per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
||||||||||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
|
|
|
|
||||||||||||
|
||||||||||||||||
Basic and diluted net loss per ordinary share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross Proceeds from Initial Public Offering
|
$
|
|
||
Less:
|
-
|
|||
Offering costs allocated to Class A shares subject to possible redemption
|
(
|
)
|
||
Plus:
|
||||
Accretion on Class A ordinary shares subject to possible redemption amount
|
|
|||
Class A ordinary shares subject to possible redemption
|
$
|
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Assets held in Trust Account:
|
||||||||||||
U.S. Treasury Securities
|
$
|
|
$
|
|
$
|
|
||||||
Cash equivalents - money market funds
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
•
|
we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
|
•
|
our ability to select an appropriate target business or businesses;
|
•
|
our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);
|
•
|
our expectations around the performance of a prospective target business or businesses;
|
•
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;
|
•
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;
|
•
|
our potential ability to obtain additional financing to complete our initial Business Combination;
|
•
|
our pool of prospective target businesses;
|
•
|
our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;
|
•
|
the ability of our officers and directors to generate a number of potential Business Combination opportunities;
|
•
|
our public securities’ potential liquidity and trading;
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
•
|
the trust account not being subject to claims of third parties;
|
•
|
our financial performance following our initial public offering (the “Initial Public Offering”); and
|
•
|
the other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our Initial Public Offering, filed with the SEC on March 1, 2021.
|
•
|
may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the
issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
•
|
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
•
|
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
•
|
may adversely affect prevailing market prices for our Class A ordinary shares.
|
•
|
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
•
|
our inability to pay dividends on our Class A ordinary shares;
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Amended and Restated Memorandum and Articles of Association.(1)
|
||
Specimen Ordinary Share Certificate.(2)
|
||
Description of Registrant’s Securities.(3)
|
||
Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)
|
||
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
|
||
Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)
|
||
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1)
|
||
Administrative Services Agreement between the Company and the Sponsor.(1)
|
||
Form of Indemnity Agreement.(2)
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
||
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
|
||
101.INS
|
XBRL Instance Document.*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
(1)
|
Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 15, 2021.
|
(2)
|
Incorporated by reference to the registrant’s Form S-1, filed with the SEC on June 24, 2021.
|
(3)
|
Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 13, 2021.
|
Dated: November 15, 2021
|
ARYA SCIENCES ACQUISITION CORP V
|
|
By:
|
/s/ Michael Altman
|
|
Name:
|
Michael Altman
|
|
Title:
|
Chief Financial Officer
|